Shores, 97 U. S. 272 ; Monument Bank v. Globe Works, 101 Mass. 57.

"In Thomas v. Railroad Co., 101 U. S. 71, a railroad corporation, without authority of the legislature, leased its railroad to three persons for twenty years, for the consideration of one-half of the gross sums collected from the operation of the road by the lessees during the term, reserving the right at any time to terminate the contract and retake possession of the road, paying such damages for the value of the unexpired term as should be determined by arbitration. At the end of five years the corporation resumed possession, and the accounts for that period were adjusted and paid. It was held that no action could be maintained against the corporation to recover the value of the unexpired term. The opinion was delivered by Mr. Justice Miller.

"It was argued by counsel for the plaintiffs in that case, that though there was nothing in the language of the charter which authorized the making of this agreement, yet ' a corporate body may (as at common law) do any act which is not either expressly or impliedly prohibited by its charter; although where the act is unauthorized by the charter, a stockholder may enjoin its execution ; and the state may, by proper process, forfeit the charter.' But the court said : ' We do not concur in this proposition. We take the general doctrine to be in this country, though there may be exceptional cases and some authorities to the contrary, that the powers of corporations organized under legislative statutes are such, and such only, as those statutes confer. Conceding the rule applicable to all statutes, that what is fairly implied is as much granted as what is expressed, it remains that the charter of a corporation is the measure of its powers, and that the enumeration of these powers implies the exclusion of all others.' The court, then, after referring to some of the English cases above cited, and particularly to the decision of the House of Lords in Ash-bury Railway Carriage & Iron Co. v. Riche, as establishing ' the broad doctrine that a contract not within the scope of the powers conferred on the corporation, can not be made valid by the assent of every one of the shareholders ; nor can it by any partial performance become the foundation of a right of action,' expressed the opinion that that decision ' represents the decided preponderance of authority, both in this country and in England, and is based upon sound principle.'

"The court further said : ' There is another principle of equal importance and equally conclusive against the validity of this contract, which, if not coming exactly within the doctrine of ultra vires as we have just discussed it, shows very clearly that the railroad company was without the power to make such a contract. That principle is that, where a corporation, like a railroad company, has granted to it by charter a franchise intended in large measure to be exercised for the public good, the due performance of those functions being the consideration of the public grant, any contract which disables the corporation from performing those functions, which undertakes, without the consent of the state, to transfer to others the rights and powers conferred by the charter, and to relieve the grantees of the burden which it imposes, is a violation of the contract with the state, and is void as against absurd to say that the grantee of a franchise or power cannot perform acts without which the grant would be inoperative. On the other side, it would be equally absurd to say that a grant for a special purpose conveys to the grantee unlimited power to do whatever he chooses in working the grant. The proper view is, that a grant conveys all powers which in the ordinary acceptation of the particular line of business are necessary to its due exercise.1 But this is subordinate to the terms used in the charter, which is to be subjected to rules of construction hereafter to be distinctively noticed.2 It may, however, be particularly observed, that while a general grant conveys whatever powers are, in ordinary business acceptation, necessary to its exercise, it is otherwise when the grant, after the general terms of bestowal, goes on to specify certain modes in which the power is to be exercised. Such a specification operates as a limitation to the particular lines of exercise. Ex-yressio unius est exclusio alterius.3-Formalities prescribed under a charter as requisites to a corporate act are not to be regarded as essential prerequisites of a valid exercise of power. Hence, though a charter requires that the contracts of a corporation should be executed by it in a particular form, the corporation is bound by contracts executed by it in another form, in all cases in which it has enjoyed the benefit of such contracts, and when no exception was taken at the time by the parties interested.4

On the other side, the equally extreme position is taken, that a grant of a franchise, or of a political prerogative, involves a public policy.' This proposition is supported by the cases there cited, and by many others. See Richardson v. Sibley, 11 Allen, 65, 67 ; Whittenton Mills v. Upton, 10 Gray, 582; Proprietors of Locks and Canals v. Nashua, etc. R. Co., 104 Mass. 1; Middlesex Railroad v. Boston, etc. R. Co., 115 Mass. 347. But that the decision was not intended to be put exclusively upon this ground, is manifest from the terms in which it was introduced, as well as from those in which the general doctrine has been already laid down, and from the concluding sentence of the opinion.

"The judgments of the English courts, and of the Supreme Court of the United States, to which we have referred, do but affirm and apply principles long ago declared by this court.

"More than fifty years since, Chief Justice Parker said: ' The power of corporations is derived only from the act, grant, charter, or patent by which they are created. In this commonwealth the source and origin of such power is the legislature, and corporations are to exercise no authority except what is given by express terms or by necessary implication by that body. No vote or act of a corporation can enlarge its chartered authority, either as to the subjects on which it is intended to operate, or the persons or property of the corporators.' Salem Milldam v. Ropes, 6 Pick. 23, 32. And the importance, for the security of the rights of each stockholder, of a steady adherence to the principle that ' corporations can only exercise their powers over their respective members for the accomplishment of limited and well-defined objects,' was strongly stated by Chief Justice Shaw in 1839. Spauld-ing v. Lowell, 23 Pick. 71, 75.